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Public Highway At -Grade Crossing 06/01/10 <br />Standard Form Approved, AVP -Law <br />BUILDING AMERICA Is <br />B. Entry onto Railroad's Property by City. If the City's employees need to enter Railroad's property in order to perform <br />an inspection of the Roadway, minor maintenance or other activities, the City shall first provide at least ten (10) working days <br />advance notice to the Railroad Representative. With respect to such entry on to Railroad's property, the City, to the extent <br />permitted by law, agrees to release, defend and indemnify the Railroad from and against any loss, damage, injury, liability, <br />claim, cost or expense incurred by any person including, without limitation, the City's employees, or damage to any property or <br />equipment (collectively the "Loss ") that arises from the presence or activities of City's employees on Railroad's property, except <br />to the extent that any Loss is caused by the sole direct negligence of Railroad. <br />C. Flagging. <br />(i) If the City's employees need to enter Railroad's property as provided in Paragraph B above, the City agrees to <br />notify the Railroad Representative at least thirty (30) working days in advance of proposed performance of any work by City in <br />which any person or equipment will be within twenty -five (25) feet of any track, or will be near enough to any track that any <br />equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work <br />of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be <br />located, operated, placed, or stored within twenty-five (25) feet of any of Railroad's track(s) at any time, for any reason, unless <br />and until a Railroad flagman is provided to watch for trains. Upon receipt of such thirty (30) day notice, the Railroad <br />Representative will determine and inform City whether a flagman need be present and whether City needs to implement any <br />special protective or safety measures. If flagging or other special protective or safety measures are performed by Railroad, <br />Railroad will bill City for such expenses incurred by Railroad. If Railroad performs any flagging, or other special protective or <br />safety measures are performed by Railroad, City agrees that City is not relieved of any of its responsibilities or liabilities set <br />forth in this Agreement. <br />(ii) The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight -hour day for the <br />class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in <br />effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health <br />and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees <br />Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be <br />the prevailing composite charge in effect at the time the work is performed. One and one -half times the current hourly rate is <br />paid for overtime, Saturdays and Sundays, and two and one -half times current hourly rate for holidays. Wage rates are subject <br />to change, at any time, by law or by agreement between Railroad and its employees, and may be retroactive as a result of <br />negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the <br />wage rate or additional charges are changed, City shall pay on the basis of the new rates and charges. <br />(iii) Reimbursement to Railroad will be required covering the full eight -hour day during which any flagman is <br />furnished, unless the flagman can be assigned to other Railroad work during a portion of such day, in which event <br />reimbursement will not be required for the portion of the day during which the flagman is engaged in other Railroad work. <br />Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work <br />on the project for which Railroad is required to pay the flagman and which could not reasonably be avoided by Railroad by <br />assignment of such flagman to other work, even though City may not be working during such time. When it becomes <br />necessary for Railroad to bulletin and assign an employee to a flagging position in compliance with union collective bargaining <br />agreements, City must provide Railroad a minimum of five (5) days notice prior to the cessation of the need for a flagman. If <br />five (5) days notice of cessation is not given, City will still be required to pay flagging charges for the five (5) day notice period <br />required by union agreement to be given to the employee, even though flagging is not required for that period. An additional <br />thirty (30) days notice must then be given to Railroad if flagging services are needed again after such five day cessation notice <br />has been given to Railroad. <br />D. Compliance With Laws. The City shall comply with all applicable federal, state and local laws, regulations and <br />enactments affecting the work. The City shall use only such methods as are consistentwith safety, both as concerns the City, <br />the City's agents and employees, the officers, agents, employees and property of the Railroad and the public in general. The <br />City (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and <br />health acts and regulations. All Federal Railroad Administration regulations shall be followed when work is performed on the <br />Railroad's premises. If any failure by the City to comply with any such laws, regulations, and enactments, shall result in any <br />fine, penalty, cost or charge being assessed, imposed or charged against the Railroad, the City shall reimburse, and to the <br />extent it may lawfully do so, indemnify the Railroad for any such fine, penalty, cost, or charge, including without limitation <br />attorney's fees, court costs and expenses. The City further agrees in the event of any such action, upon notice thereof being <br />provided by the Railroad, to defend such action free of cost, charge, or expense to the Railroad. <br />Public Highway At -Grade Crossing 06/01/10 Page 3 of 5 Exhibit D <br />Standard Form Approved, AVP -Law General Terms and Conditions <br />